Northern Oil and Gas, Inc. (NOG) Earnings Call Transcript & Summary

Good afternoon, and welcome to the Special Meeting of Stockholders for Northern Oil and Gas, Inc. Most stockholders have already voted by proxy, and the proxy votes have been tallied. Please note, the recording of the meeting by means of audio, video, transcription or any other method is strictly prohibited. If you are a stockholder of record or a beneficial stockholder possessing a legal proxy from your bank or broker and you want to vote your shares now or change your vote, you may do so during the meeting by clicking on the Vote Here button on the webcast screen. [Operator Instructions] Your question will not be visible to other participants. Stockholders were also able to submit questions in advance of today's meeting via the voting website. Questions received during the meeting may not be answered live. But instead, the company may respond to such questions directly or through a posting on the company's website following the conclusion of the meeting. I would now like to introduce Nick O'Grady, CEO of Northern Oil and Gas. Please go ahead, sir.

Good afternoon. The meeting is now called to order and the polls are open. Welcome, everyone, to our Special Meeting of Stockholders. I would now like to turn the line over to Erik Romslo, our Chief Legal Officer and Secretary, to conduct the business portion of today's meeting.

Thank you, Nick. This is Erik. There are present at this meeting, in person or by proxy, holders of a majority of the voting power of the shares entitled to vote. As a result, a quorum is present, and the meeting is declared lawfully and properly convened, and we are able to proceed to the transaction of business. The agenda for this meeting includes the following 2 proposals related to a potential reverse stock split of our common stock. These proposals are more fully described in the proxy materials for the meeting. And Proposal 1 is a vote to approve an amendment to our Restated Certificate of Incorporation that effects at the option of our Board of Directors, a reverse stock split of the outstanding shares of our common stock, at a reverse stock split ratio ranging from any whole number between 1:6 to 1:10 as determined by our Board. And Proposal 2 is a vote to approve an amendment to our Restated Certificate of Incorporation to effect, if and only, if Proposal 1 is approved and implemented, a reduction in the total number of authorized shares of our common stock as determined by a formula based on 1/2 of the ratio utilized for the reverse stock split. Only stockholders of record at the close of business on June 25, 2020, are entitled to vote at this meeting. Now onto the business portion of the meeting. Prior to the meeting, John [ Conners ], a representative of Broadridge, was appointed as inspector of elections and he has executed an oath of office. The polls remain open at this time, but we expect to close them shortly. Stockholders who have sent in proxies or previously voted via the Internet or by phone and who do not wish to change their vote, do not need to take further action. Those votes will be counted automatically. Based on proxies and votes received prior to this meeting, a substantial majority of the shares outstanding on the record date were voted in favor of both Proposal 1 and Proposal 2. As a result, both proposals have been approved. The polls are now closed. The inspector of election will tabulate and report the final vote tallies to me after this meeting and we expect to report the final results on a Form 8-K promptly after that. Since there is no further business to properly come before this meeting, I now declare the formal business portion of the meeting to be adjourned. Everyone to bear with me for a moment. I'm going to pause briefly and check whether any questions have been submitted that need to be addressed. Seeing no questions, with that, I will officially call the meeting to a close. Thank you to everyone who has joined us today. We look forward to speaking with you over the coming months and I'll turn it back to the operator.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.